EX-10.1






Exhibit 10.1




CONSENT AND JOINDER TO LOAN AND SECURITY AGREEMENT




     This Consent and Joinder to Loan and Security Agreement (this “Consent”) dated as of
August 5, 2008, is by and among Borrowers (as defined below), the undersigned Lenders, WACHOVIA
CAPITAL FINANCE CORPORATION (CENTRAL), as Syndication Agent, BANC OF AMERICA SECURITIES LLC and
CREDIT SUISSE SECURITIES (USA) LLC, as Co-Lead Arrangers and Book Managers and BANK OF AMERICA,
N.A., as Agent for itself and the other Lenders who are from time to time party to that certain
Amended and Restated Loan and Security Agreement (as amended from time to time, and as amended
hereby, the “Amended and Restated Loan Agreement”) dated as of December 29, 2006, by and
among NEENAH FOUNDRY COMPANY, a Wisconsin corporation (“Neenah”), as a Borrower, the
Subsidiaries of Neenah that are party thereto as Borrowers (Neenah and such Subsidiaries are
collectively, “Borrowers” and each, a “Borrower”), BANK OF AMERICA, N.A., as Agent
for itself and the other Lenders, WACHOVIA CAPITAL FINANCE CORPORATION (CENTRAL), as Syndication
Agent for Lenders, BANC OF AMERICA SECURITIES LLC and CREDIT SUISSE SECURITIES (USA) LLC, as
Co-Lead Arrangers and Book Managers and the other Lenders party thereto. All capitalized terms
used in this Consent and not otherwise defined in this Consent shall have the same meanings herein
as in the Amended and Restated Loan Agreement.



     WHEREAS, Neenah (a) prior to the date hereof, formed Neenah Welding, Inc., a Pennsylvania
corporation and wholly owned direct subsidiary of Neenah and (b) on the date hereof, changed the
name of Neenah Welding, Inc. to Morgan’s Welding , Inc. (“Morgan’s Welding”);



     WHEREAS, on the date hereof, Morgan’s Welding will purchase substantially all of the assets of
REMWC, Inc. (formerly known as Morgan’s Welding, Inc.), a Pennsylvania corporation (the
“Seller”), for a total price of $3,850,000 (subject to adjustment pursuant to the Asset
Purchase Agreement referenced herein) pursuant to and in accordance with the terms and conditions
of that certain Asset Purchase Agreement of even date herewith among Neenah Welding (now known as
Morgan’s Welding), the Seller, and Robert E. Morgan, a final copy of which is attached hereto as
Exhibit A (the “Acquisition”); and



     WHEREAS, Borrowers have requested that Agent and Lenders (i) consent to the Acquisition and
(ii) join Neenah Welding to the Amended and Restated Loan Agreement as a Borrower thereunder.
Subject to each of the terms and conditions set forth herein, Agent and Lenders have agreed to the
requests described above.



     Now, therefore, the parties hereto hereby agree as follows:



     1. Consent. Subject to the prior satisfaction of the conditions set forth in
Section 4 of this Consent, Agent and Lenders hereby consent to the Acquisition. Except as
otherwise provided herein, this consent shall not constitute (a) a modification or alteration of
the terms, conditions or covenants of the Amended and Restated Loan Agreement or any document
entered into in connection therewith, or (b) a waiver, release or limitation upon the exercise by
Agent or Lenders of any of their rights, legal or equitable, hereunder, except as to



 









 







the matters to which Agent and Lenders herein expressly consent. Except as set forth herein,
Agent and Lenders reserve any and all rights and remedies which they have had, have or may have
under the Amended and Restated Loan Agreement and the other Loan Documents.



     2. Borrower Joinder.



     (a) By its execution and delivery of this Consent, Morgan’s Welding agrees, from and after the
date hereof, to be a Borrower under the Amended and Restated Loan Agreement and the other Loan
Documents, to assume all of the obligations of a Borrower thereunder (including without limitation,
the joint and several obligation to repay all Loans and other amounts outstanding under the Amended
and Restated Loan Agreement), and to make and be bound by all of the representations and
warranties, covenants, terms and conditions of a Borrower thereunder as if it were a direct
signatory to the Amended and Restated Loan Agreement, all of which representations and warranties,
covenants, terms and conditions are acknowledged and are incorporated herein by this reference.
The existing Borrowers hereby affirm the validity of their obligations under the Amended and
Restated Loan Agreement and acknowledge and agree that Morgan’s Welding shall hereafter be a
Borrower and shall be bound by the Amended and Restated Loan Agreement and the other Loan
Documents, as if it were a direct signatory thereto. As of the date hereof, Morgan’s Welding will
be deemed to have made each of the representations and warranties to the Agent, Syndication Agent,
Co-Lead Arrangers and Book Managers, and each Lender that are set forth in the Amended and Restated
Loan Agreement. For purposes of determining the compliance of Morgan’s Welding with such
representations and warranties pursuant to this paragraph, references in the Amended and Restated
Loan Agreement to Schedules which are supplemented by this Consent shall be deemed to be references
to the correspondingly numbered Schedules pertaining to Morgan’s Welding attached hereto.



     (b) Morgan’s Welding hereby acknowledges and agrees that it is jointly and severally liable
for all of Obligations, together with all costs and expenses paid or incurred by Agent or any
Lender in endeavoring to collect all or any part of the Obligations from, or in prosecuting any
action against, any Guarantor or any other guarantor of all or any part of the Obligations, all as
more fully specified in the Guaranty Agreement.



     (c) In order to secure the payment and performance of the Obligations, Morgan’s Welding hereby
grants to Agent for itself and for the benefit of each Lender a security interest in all right,
title and interest of Morgan’s Welding in all of the Collateral (as defined in the Amended and
Restated Loan Agreement, and including without limitation all Accounts, Certificated Securities,
Chattel Paper, Computer Hardware and Software, Contract Rights, Deposit Accounts, Documents,
Equipment, Financial Assets, Fixtures, General Intangibles, Goods, Instruments, Intellectual
Property, Inventory, Investment Property, Money, Letter-of-Credit Rights, Security Entitlements,
Supporting Obligations and all Proceeds of the foregoing, that is now or hereafter owned by
Morgan’s Welding or in which Morgan’s Welding otherwise has an interest.



     3. Covenant. Borrowers shall cause all of the requirements of Section 8.1.8 of the
Amended and Restated Loan Agreement, along with the requirements of any



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other applicable provisions of the Amended and Restated Loan Agreement, to be satisfied in
respect of Morgan’s Welding within 5 Business Days after the date hereof (provided, that the time
period for complying with any such requirements in respect of the owned real estate being acquired
by Morgan’s Welding from Robert E. Morgan shall be 30 days). Borrowers hereby acknowledge that the
failure of Borrowers to comply with the covenant in this Section 3 shall constitute an immediate
Event of Default.



     4. Conditions to Effectiveness. The effectiveness of this Consent shall be subject to
the prior satisfaction of the following conditions:



     (a) Agent shall have received an execution version of this Consent signed by Borrowers, Agent,
and the Lenders listed in the signature pages hereof;



     (b) Agent shall have received an execution version of the purchase agreement and the other
primary documents relating to the purchase of the assets of REMWC, Inc. (formerly known as Morgan’s
Welding, Inc.) and Robert E. Morgan; and



     (c) no Default or Event of Default shall be in existence after giving effect to the terms
hereof.



     5. Representations and Warranties. To induce Agent and the Lenders to execute and
deliver this Consent, each Borrower hereby represents and warrants to Lenders that, after giving
effect to this Consent:



     (a) All representations and warranties contained in the Amended and Restated Loan Agreement
and the other Loan Documents are true and correct in all material respects on and as of the date of
this Consent, in each case as if then made, other than representations and warranties that
expressly relate solely to an earlier date (in which case such representations and warranties were
true and accurate on and as of such earlier date);



     (b) No Default or Event of Default has occurred and is continuing after giving effect to the
terms hereof; and



     (c) The execution and delivery by such Borrower of this Consent does not require the consent
or approval of any Person, except such consents and approvals as have been obtained.



     6. Scope. This Consent shall have the effect of modifying the Amended and Restated
Loan Agreement and the other Loan Documents as appropriate to express the agreements contained
herein. In all other respects, the Amended and Restated Loan Agreement and the other Loan
Documents shall remain in full force and effect in accordance with their respective terms.



     7. Reaffirmation and Confirmation. Each Borrower hereby ratifies, affirms,
acknowledges and agrees that the Amended and Restated Loan Agreement and the other Loan Documents
represent the valid, enforceable and collectible obligations of such Borrower, and each Borrower
further acknowledges that there are no existing claims,



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defenses, personal or otherwise, or rights of setoff whatsoever with respect to the Amended
and Restated Loan Agreement or any of the Loan Documents. Each Borrower hereby agrees that this
Consent in no way acts as a release or relinquishment of the Liens and rights securing payments of
the Obligations. The Liens and rights securing payment of the Obligations are hereby ratified and
confirmed by each Borrower in all respects.



     8. Counterparts. This Consent may be executed in counterpart and by different parties
hereto in separate counterparts, each of which, when taken together, shall constitute but one and
the same instrument.



     9. Expenses. All of Agent’s reasonable costs and expenses, including, without
limitation, attorney’s fees, incurred in connection with the preparation of this Consent and all
related documents shall be paid by Borrowers upon the request of Agent.



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     IN WITNESS WHEREOF, this Consent has been duly executed as of the date first above written.



	 	 	 	 	 
	 

	 	 	 	 
	 

	 	BORROWERS:	 	 
	 
	 	 	 	 
	 

	 	NEENAH FOUNDRY COMPANY	 	 
	 

	 	DEETER FOUNDRY, INC.	 	 
	 

	 	MERCER FORGE CORPORATION	 	 
	 

	 	DALTON CORPORATION	 	 
	 

	 	DALTON CORPORATION, STRYKER	 	 
	 

	 	     MACHINING FACILITY CO.	 	 
	 

	 	DALTON CORPORATION, WARSAW	 	 
	 

	 	     MANUFACTURING FACILITY	 	 
	 

	 	ADVANCED CAST PRODUCTS, INC.	 	 
	 

	 	GREGG INDUSTRIES, INC.	 	 
	 

	 	A & M SPECIALTIES, INC.	 	 
	 

	 	NEENAH TRANSPORT, INC.	 	 
	 

	 	DALTON CORPORTION, KENDALLVILLE	 	 
	 

	 	     MANUFACTURING FACILITY	 	 






	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	By
	 	/s/ Jeffrey S. Jenkins	 	 
	 

	 	 	 	 	 	 
	 	 	Its 	 	Corporate Vice President — Finance and
Interim Chief Financial Officer
	 






	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	MORGAN’S WELDING:	 	 
	 
	 	 	 	 	 	 
	 	 	MORGAN’S WELDING , INC.


(formerly known as Neenah Welding, Inc.)	 	 
	 
	 	 	 	 	 	 
	 

	 	By
	 	/s/ Jeffrey S. Jenkins	 	 
	 

	 	 	 	 	 	 
	 	 	Its 	 	Corporate Vice President — Finance and
Interim Chief Financial Officer
	 






Signature Page to Consent and Joinder to Loan and Security Agreement




 









 





	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	BANK OF AMERICA, N.A., as Agent and as a Lender	 	 
	 
	 	 	 	 	 	 
	 

	 	By
	 	/s/ Thomas J. Brennan,	 	 
	 

	 	 	 	 	 	 
	 	 	Its    Vice President	 	 
	 
	 	 	 	 	 	 
	 	 	GENERAL ELECTRIC CAPITAL CORPORATION,	 	 
	 	 	as a Lender	 	 
	 
	 	 	 	 	 	 
	 

	 	By
	 	/s/ Bond Harberts	 	 
	 

	 	 	 	 	 	 
	 	 	Its    Duly Authorized Signatory	 	 
	 
	 	 	 	 	 	 
	 	 	WACHOVIA CAPITAL FINANCE	 	 
	 	 	CORPORATION (CENTRAL), as	 	 
	 	 	Syndication Agent and as a Lender	 	 
	 
	 	 	 	 	 	 
	 

	 	By
	 	/s/ Laura D. Wheeland	 	 
	 

	 	 	 	 	 	 
	 	 	Its     Vice President	 	 






Signature Page to Consent and Joinder to Amended and Restated Loan and Security Agreement




 









 





REAFFIRMATION OF GUARANTY




     Reference is made (i) to that certain Amended and Restated Loan and Security Agreement dated
December 29, 2006 (the “Loan Agreement”; capitalized terms used and not otherwise defined
herein having the meanings assigned thereto in the Loan Agreement) among Neenah Foundry Company, a
Wisconsin corporation (“Neenah”), the Subsidiaries of Neenah party to the Loan Agreement as
Borrowers, Bank of America, N.A., as Agent, the Lenders party to the Loan Agreement from time to
time, a certain Syndication Agent, certain Co-Lead Arrangers and certain Co-Book Managers and (ii)
to that certain Consent and Joinder to Loan and Security Agreement (the “Consent”) of even
date herewith among Borrowers, Agent, Lenders, Co-Lead Arrangers, Co-Book Managers and Syndication
Agent.



     Each of the undersigned has executed and delivered a Guaranty Agreement and certain other
Security Documents. Each of the undersigned acknowledges receipt of a copy of the Consent and
hereby reaffirms the validity of its Guaranty Agreement and each other Security Document to which
it is a party and all of its obligations under its Guaranty Agreement and each such other Security
Document, in each case after giving effect to the transactions contemplated by the Consent. The
terms and conditions of each Guaranty Agreement and each other Security Document to which any of
the undersigned is a party shall remain in full force and effect.



     Although the undersigned have been informed of the matters set forth herein and have
acknowledged and agreed to same, each of the undersigned understands and agrees that Agent and
Lenders have no obligation to inform any of the undersigned of such matters in the future or to
seek any of the undersigned’s acknowledgment or agreement to future amendments, waivers or
consents, and nothing herein shall create such a duty.



     Dated as of this 5th of August, 2008.



	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	CAST ALLOYS, INC.	 	 
	 	 	DALTON CORPORATION,	 	 
	 	 	     ASHLAND MANUFACTURING	 	 
	 	 	     FACILITY	 	 
	 	 	BELCHER CORPORATION	 	 
	 	 	PEERLESS CORPORATION	 	 
	 	 	NFC CASTINGS, INC.	 	 
	 
	 	 	 	 	 	 
	 

	 	By
	 	/s/ Jeffrey S. Jenkins	 	 
	 

	 	 	 	 	 	 
	 	 	Its 	 	Corporate Vice President — Finance and
Interim Chief Financial Officer
	 






Signature Page to Reaffirmation of Guaranty